On March 8, 2011, Robert A. Waegelein, Chief Financial Officer of Universal American Corp. (the Company) gave a presentation at the Raymond James Healthcare Conference in Orlando, Florida. A copy of the presentation is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Forward Looking Statements

This Current Report on Form 8-K (including information included or incorporated by reference herein) contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, known as the PSLRA. Such statements that are not historical facts are hereby identified as forward-looking statements and intended to be covered by the safe harbor provisions of the PSLRA and can be identified by the use of the words believe, expect, predict, project, potential, estimate, anticipate, project, should, intend, may, will, and similar expressions or variations of such words, or by discussion of future financial results and events, strategy or risks and u
ncertainties, trends and conditions in the Companys business and competitive strengths, all of which involve risks and uncertainties.

Where, in any forward-looking statement, the Company or its management expresses an expectation or belief as to future results or actions, there can be no assurance that the statement of expectation or belief will result or be achieved or accomplished. The Companys actual results may differ materially from its expectations, plans or projections. The Company warns you that forward-looking statements are only predictions and estimates, which are inherently subject to risks, trends and uncertainties, many of which are beyond the Companys ability to control or predict with accuracy and some of which it might not even anticipate. These risks and uncertainties include: the timing to consummate the Companys proposed transaction with CVS Caremark Corporation; negative effects from the pendency of the transaction; the risk that a condition to closing of the proposed transaction
may not be satisfied; the risk that a regulatory approval that may be required for the proposed transaction is not obtained or is obtained subject to conditions that are not anticipated; the ability of the Company to timely receive the required approval of its shareholders; the risk that the contemplated transaction does not occur for any other reason; the possibility that costs or difficulties related to the separation of the Medicare Prescription Drug Business will be greater than expected; the risks to NewCo, the newly formed public company that will be distributed to the Companys shareholders as part of the CVS Caremark transaction, on its ability to effectively operate its businesses independently of the Medicare Prescription Drug Business, including its ability to access sufficient sources of capital to fund its operations; the risks to NewCos ability to retain and hire key personnel; the diversion of management time on transaction-related issues and other risks described in the
risk factor section of the Companys SEC reports. The Company gives no assurance that it will achieve its expectations and it does not assume responsibility for the accuracy and completeness of the forward-looking statements. Future events and actual results, financial and otherwise, may differ materially from the results discussed in the forward-looking statements as a result of many factors, including the risk factors described in the risk factor section of its SEC reports. The Company cautions readers not to place undue reliance on these forward-looking statements that speak only as of the date made. All forward-looking statements included in this Current Report on Form 8-K (including information included or incorporated by reference herein) are based upon information available to the Company as of the date hereof, and the Company assumes no obligation to update or revise any such forward-looking statements.

Additional Information

In connection with the proposed transaction, NewCo will file with the SEC a Registration Statement on Form S-4 that will include a proxy statement of the Company that also constitutes a prospectus of NewCo. The Company will mail the proxy statement/prospectus to its shareholders. BEFORE MAKING ANY VOTING DECISION, SHAREHOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS CAREFULLY BECAUSE THE PROXY STATEMENT/PROSPECTUS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. You may obtain copies of all documents filed with the SEC regarding this transaction, free of charge, at the

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SECs website (sec.gov). You will also be able to obtain these documents, free of charge, when filed, from the Companys website, www.UniversalAmerican.com, under the tab Investors and then under the tab SEC Filings.

The Company and its directors, executive officers and certain other members of management and employees may be soliciting proxies from the Company shareholders in favor of the merger and the separation. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the Company shareholders in connection with the proposed transaction will be set forth in the proxy statement/prospectus when it is filed with the SEC. You can find information about the Companys executive officers and directors in its definitive proxy statement filed with the SEC on April 30, 2010.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1

Presentation dated March 8, 2011

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: March 8, 2011

UNIVERSAL AMERICAN CORP.

By:

/s/ Tony L. Wolk

Name: Tony L. Wolk

Title: SVP, General Counsel and Secretary

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EXHIBIT INDEX

99.1 Presentation dated March 8, 2011

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EX-99.1
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a11-7505_1ex99d1.htm
EX-99.1

Exhibit
99.1

Raymond James
Healthcare Conference March 8, 2011

Forward-Looking
Statements/Non-GAAP Financial Measures This presentation contains
"forward-looking" statements within the meaning of the federal
securities. We warn you that forward-looking statements are only predictions
and estimates, which are inherently subject to risks, trends and
uncertainties, many of which are beyond our ability to control or predict
with accuracy and some of which we might not even anticipate. These risks and
uncertainties include: the timing to consummate the proposed transaction with
CVS Caremark; negative effects from the pendency of the transaction; the risk
that a condition to closing of the proposed transaction may not be satisfied;
the risk that a regulatory approval that may be required for the proposed
transaction is not obtained or is obtained subject to conditions that are not
anticipated; the ability of Universal American to timely receive the required
approval of its shareholders; the risk that the contemplated transaction does
not occur for any other reason; the possibility that costs or difficulties
related to the separation of the Medicare Prescription Drug Business will be
greater than expected; the risks to New UAM's ability to effectively operate
its businesses independently of the Medicare Prescription Drug Business,
including its ability to access sufficient sources of capital to fund its
operations; the risks to New UAM's ability to retain and hire key personnel;
the diversion of management time on transaction-related issues and other
risks described in the risk factor section of our SEC reports. We give no
assurance that we will achieve our expectations and we do not assume
responsibility for the accuracy and completeness of the forward-looking
statements. All forward-looking statements included in this presentation are
based upon information available to Universal American as of the date of the
presentation, and we assume no obligation to update or revise any such
forward-looking statements. The discussion in this presentation of Universal
Americans financial performance includes financial measures that are not
derived from generally accepted accounting principles, or GAAP. Information
regarding these non-GAAP financial measures is available in our quarterly
earnings press releases in the Investor Relations section of Universal
Americans website at www.universalamerican.com.

Additional
Information In connection with the proposed transaction with CVS Caremark,
New UAM will file with the SEC a Registration Statement on Form S-4 that will
include a proxy statement of Universal American that also constitutes a
prospectus of New UAM. We will mail the proxy statement/prospectus to our
shareholders. BEFORE MAKING ANY VOTING DECISION, SHAREHOLDERS OF UNIVERSAL
AMERICAN ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS CAREFULLY BECAUSE
THE PROXY STATEMENT/PROSPECTUS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION. You may obtain copies of all documents filed with the
SEC regarding this transaction, free of charge, at the SECs website
(sec.gov). You will also be able to obtain these documents, free of charge,
when filed, from our website, www.UniversalAmerican.com, under the tab
Investors and then under the tab SEC Filings. Universal American and its
directors, executive officers and certain other members of our management and
employees may be soliciting proxies from Universal American shareholders in
favor of the merger and the separation. Information regarding the persons who
may, under the rules of the SEC, be deemed participants in the solicitation
of Universal American shareholders in connection with the proposed
transaction will be set forth in the proxy statement/prospectus when it is
filed with the SEC. You can find information about Universal Americans
executive officers and directors in its definitive proxy statement filed with
the SEC on April 30, 2010.

CVS Caremark
Transaction Highlights Strategic Considerations Attractive valuation; all
cash proceeds Focus on overcoming near-term regulatory challenges and
rebuilding momentum in the Medicare Advantage business Tax Implications Cash
and FMV of the New UAM stock at closing will be taxable proceeds to
shareholders Closing expected by the end of 2Q 11 HSR review (cleared
2/28/11) State Insurance Department approvals Shareholder approval
Transaction Structure * On December 30, 2010, Universal American entered into
a definitive agreement to sell its Medicare Part D business to CVS Caremark
for $1.25 billion in cash subject to adjustment including excess capital
relating to the Part D business. CVS Caremark will acquire all of the stock
of Universal American and concurrently distribute to Universal American
shareholders 100% of the shares of a newly formed public company (New UAM),
which will own all other operations of Universal American, including its
Medicare Advantage and Traditional Insurance businesses. At the closing of
the transaction, Universal American shareholders are now expected to receive
(i) approximately $13.00 per share to $13.20 per share in cash and (ii) one
share of New UAM We project that New UAM will have a total of approximately
$630 million of cash and statutory capital in its subsidiaries as of June 30,
2011.

On November
19th 2010, CMS notified the Company of the imposition of intermediate
sanctions Effective December 5th 2010, marketing and enrollment of new
members was suspended in Medicare Advantage plans The suspension relates
primarily to agent oversight and market conduct issues Impact on current
membership Current Medicare Advantage members  No impact Part D members  No
impact Lapsation Working diligently with CMS No timeframe for lifting the
sanction CMS Sanctions